Independent Subcontractor Agreement Template for United States

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Key Requirements PROMPT example:

Independent Subcontractor Agreement

"I need an Independent Subcontractor Agreement for a software development project where we'll be engaging a freelance developer for 6 months starting January 2025, with strict IP protection and confidentiality requirements."

Document background
The Independent Subcontractor Agreement is essential when a primary contractor needs to engage additional skilled professionals or services to fulfill project requirements. This document is particularly important in the United States where worker classification is strictly regulated by federal and state authorities. It clearly defines the independent nature of the relationship, protecting both parties from misclassification risks while establishing clear expectations for deliverables, payment terms, and professional obligations. The agreement typically includes provisions for intellectual property rights, confidentiality, and liability protection, making it suitable for various industries and project types.
Suggested Sections

1. Parties: Identifies the contracting parties, including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the subcontractor

5. Payment Terms: Compensation, payment schedule, and invoicing requirements

6. Term and Termination: Duration of agreement and conditions for termination

7. Independent Contractor Status: Explicitly establishes nature of relationship and contractor's independence

8. Representations and Warranties: Basic assurances from both parties

9. Governing Law: Specifies jurisdiction and applicable laws

Optional Sections

1. Intellectual Property Rights: Ownership and rights to work product - include when creative or technical work is involved

2. Non-Compete: Restrictions on competing activities - include when protecting business interests is crucial

3. Insurance Requirements: Specific insurance coverage requirements - include when work involves significant risks or liability

4. Confidentiality: Protection of sensitive information - include when proprietary information will be shared

5. Equipment and Materials: Provisions regarding tools and resources - include when specific equipment or materials are required

Suggested Schedules

1. Schedule A - Scope of Work: Detailed description of services, deliverables, and timelines

2. Schedule B - Fee Schedule: Detailed breakdown of rates and payment terms

3. Schedule C - Insurance Requirements: Specific insurance coverage requirements and limits

4. Schedule D - Required Qualifications: List of required certifications, licenses, or qualifications

5. Schedule E - Service Level Agreement: Performance metrics and standards

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Internal Revenue Code (IRC): Federal tax legislation governing contractor classification, tax withholding, and reporting requirements

Fair Labor Standards Act (FLSA): Federal law establishing worker classification standards and employment relationship criteria

Immigration Reform and Control Act: Federal law requiring verification of work eligibility and documentation requirements

Civil Rights Act: Federal anti-discrimination legislation protecting against various forms of discrimination

Americans with Disabilities Act (ADA): Federal law ensuring equal rights and access for individuals with disabilities

IRS Worker Classification Guidelines: Federal guidelines defining the criteria for determining independent contractor vs. employee status

State Labor Codes: State-specific laws governing employment relationships and worker rights

State Worker Classification Rules: State-specific tests and criteria for determining worker classification status

Uniform Commercial Code: Standardized state laws governing commercial transactions and contracts

Copyright Act: Federal law protecting original works and intellectual property rights

Trade Secret Laws: State and federal laws protecting confidential business information and trade secrets

Workers' Compensation Laws: State laws governing workplace injury compensation and insurance requirements

OSHA Regulations: Federal workplace safety and health regulations applicable to contractor relationships

Data Protection Laws: Federal and state laws governing the protection of personal and business data

Professional Licensing Requirements: State-specific requirements for professional certifications and licenses in specific industries

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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